Terms and Conditions

Definitions:

TERMS OF USE: Acceptance by Customer of any proposal, quotation or invoice (a “Proposal”) issued by the Inbound Marketing Agents to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Customer and with respect to the responsibilities of the Inbound Marketing Agents and Customer pursuant to the Proposal (the “Agreement”). The Agreement shall consist of the Proposal and these terms and conditions, together with any modifications made in accordance with the terms hereof. No terms or conditions, other than those stated herein, and no agreement or understanding in any way modifying the terms and conditions stated herein, shall be binding upon the Inbound Marketing Agents unless made in writing and signed by the Inbound Marketing Agents’ duly authorized officer. Written or verbal acceptance of any Proposal and/or the acceptance of deliverables or services by Customer shall constitute Customer's assent to these exclusive terms and conditions with respect to such Proposal. This order and contract shall be governed exclusively by, and be construed in accordance with, UK law.

Scope of Service. The Inbound Marketing Agents shall provide only those professional services and/or products specified in the Proposal (the “Work”). Customer understands and agrees that, unless listed in the Proposal, the Inbound Marketing Agents is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If Customer requests and the Inbound Marketing Agents agrees to perform any services that are in addition to or outside the scope of Work identified in the Proposal, Customer shall promptly pay the Inbound Marketing Agents for such services in accordance with these terms and rates referenced in the Proposal.

Client’s Content. The Customer represents and warrants to the Inbound Marketing Agency that: (1) it owns, or has acquired the express written authority to use all of the content Customer gives to the Inbound Marketing Agency; (2) Customer Content does not contain any obscene, threatening, harassing, vulgar, defamatory, libelous, infringing or unlawful content; (3) Customer Content does not infringe upon or violate the rights of any third party, including copyrights and trademarks; (4) there are no claims against Customer regarding Customer Content; and (5) Customer will at all times ensure that it is in compliance with the terms and conditions of any licensing contracts between Customer and a third party.

Customer Ownership and Inbound Marketing Agency’s Ownership. Once payment is received, the Inbound Marketing Agency grants all rights to content produced for Customer exclusively to Customer, excluding third party components. Notwithstanding the foregoing, Customer retains the right to display graphics and other Web content elements as examples of the Inbound Marketing Agency’s work. Inbound Marketing Agency shall own, and retain all intellectual property rights in all preexisting material, information, know-how, and data created.

Access to Site and Information. Customer will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for the Inbound Marketing Agency to timely and fully complete the Work. The Inbound Marketing Agency is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Client or others that are not agents of the Inbound Marketing Agency, and the Inbound Marketing Agency has no obligation to investigate facts or conditions not disclosed to it by Customer.

Fees. Customer shall pay the Inbound Marketing Agents for the Work based upon the price or the rates shown in the Proposal.

Payment Terms. In the event Customer fails to make payment in full within the time period set forth in the Proposal, such failure to pay on time constitutes a material breach of contract by Customer permitting Inbound Marketing Agents to suspend its performance hereunder, and the Inbound Marketing Agents shall have all other remedies permitted to the Inbound Marketing Agents by law, equity and these terms. Past due invoices shall bear interest at the rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower and, if Customer has provided the Inbound Marketing Agents with a credit card authorization, the Inbound Marketing Inbound Marketing Agents shall be entitled to charge the invoice amount and interest against such card. If the Inbound Marketing Agents must take legal action to collect any amount due hereunder, Customer shall pay all court costs plus any Legal fees incurred by the Inbound Marketing Agents in bringing such legal action.

The initial 50% payment by the Customer must be made within 14 days of proposal being signed. Failure to pay will result in the above clause to be activated. The remainder of the initial months’ balance will be due within 30 days of the signing of the proposal. All other costs must be paid monthly.

Standard of Care. The Work shall be carried out by the Inbound Marketing Agency in a manner consistent with that level of care and skill ordinarily exercised by others currently providing similar services under similar circumstances at the time the services are performed. NO OTHER WARRANTY, EXPRESS OR IMPLIED, WHETHER CONTAINED IN MATERIALS PROVIDED OR STATEMENTS MADE BY THE INBOUND MARKETING AGENTS OR OTHERWISE, IS MADE BY THE INBOUND MARKETING AGENTS WITH RESPECT TO THE QUALITY, RESULT, EFFECTIVENESS OR OUTCOME OF THE WORK, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AS TO NON-INFRINGEMENT, AND ANY SUCH ADDITIONAL WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

Customer’s sole remedy for a breach of the foregoing warranty is to require the Inbound Marketing Agents to correct or replace, at the Inbound Marketing Agents’ election, the affected service if the breach of warranty is made known to the Inbound Marketing Agents in writing within 3 months from the date the affected services were provided. THE INBOUND MARKETING AGENTS DOES NOT PROVIDE ANY WARRANTY OR GUARANTY WITH RESPECT TO THIRD PARTY SOFTWARE OR HARDWARE (SUCH AS THE SOFTWARE PLATFORM OF ANY WEBSITE) AND, ACCORDINGLY, (a) THE INBOUND MARKETING AGENTS HAS NO RESPONSIBILITY TO CORRECT, OR PAY FOR THE CORRECTION OF, ERRORS OR PROBLEMS ARISING FROM OR CAUSED BY THIRD PARTY SOFTWARE OR HARDWARE, AND (b) THE INBOUND MARKETING AGENTS DOES NOT WARRANT THAT THE SERVICES OR OPERATION OF ANY WEB SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Customer assumes all risks related to processing of transactions related to electronic commerce.

Limitations of Liability. In no event shall the Inbound Marketing Agents or any of its owners, officers or employees be liable to Customer, or anyone claiming by, through or under Customer, for any special, incidental, indirect or consequential damages whatsoever arising out of or resulting in any way, directly or indirectly, from the Work or the acts or omissions of the Inbound Marketing Agents’ employees or agents, whether or not any such losses or damages are caused by negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise. In no event shall the Inbound Marketing Agents be liable to Customer for negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise unless Customer provides the inbound Marketing Agents with written notice of the claim within six months of the date the service or deliverable was provided to Customer. The Inbound Marketing Agents liability for any claim relating to the Work shall be limited to the amount paid to the Inbound Marketing Agents by Customer pursuant to the Proposal.

Access to Site and Information. Customer will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for the Inbound Marketing Agents to timely and fully complete the Work. The Inbound Marketing Agents is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Customer or others that are not agents or the Inbound Marketing Agents, and the Inbound Marketing Agents has no obligation to investigate facts or conditions not disclosed to it by Customer.

Force Majeure. The Inbound Marketing Agents is not liable for any failure to perform, or delay in performance, due to circumstances beyond its reasonable control, including but not limited to, riots, wars, fires, floods, explosions, strikes, acts of nature, and acts of government. If the Inbound Marketing Agents’ services are interrupted due to any such force majeure cause, Customer and the Inbound Marketing Agents shall negotiate a reasonable extension of time for the Inbound Marketing Agents’ performance and payment of any additional costs to be incurred by the Inbound Marketing Agents as a result thereof.

Title and Risk of Loss. Title to goods shall pass upon payment in full therefore, and risk of loss shall pass to Customer upon delivery to Customer.

Notice and Notice of Cancellation: The Inbound Marketing Agency or Customer may cancel this Agreement in advance by delivering written Notice of Cancellation to the other party at the address provided at least thirty (30) days prior to the requested cancellation date. Any notice (“Notice”) shall be deemed sufficient if addressed in writing and mailed to the party’s address listed in the Agreement or emailed to an authorized representative, provided such notice confirms the date of receipt.